IN THE UNITED STATES BANKRUPTCY COURT€¦ · The Trust designated its counsel, Stutzman, Bromberg,...

1

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------------------------------------------x In re: : Chapter 11 T H AGRICULTURE & NUTRITION, L.L.C., : Case No. 08-14692 (REG) Debtor. : -------------------------------------------------------------------------x

ANNUAL REPORT, FINANCIAL STATEMENTS AND RESULTS OF OPERATIONS

OF THE T H AGRICULTURE & NUTRITION, L.L.C. ASBESTOS PERSONAL INJURY TRUST FOR FISCAL YEAR ENDED DECEMBER 31, 2017

08-14692-reg Doc 660 Filed 04/30/18 Entered 04/30/18 13:11:10 Main Document Pg 1 of 9

2

Hon. Alfred M. Wolin, Ret., David F. Levi, and Charles A. Koppelman (collectively, the

“Trustees”), as Trustees of the T H Agriculture & Nutrition, L.L.C. Asbestos Personal Injury

Trust (the “Trust”), respectfully file this Annual Report, Financial Statements and Results of

Operations for Fiscal Year Ended December 31, 2017 (the “Report”), pursuant to the First

Amended Prepackaged Plan of Reorganization of T H Agriculture & Nutrition, L.L.C., Under

Chapter 11 of the Bankruptcy Code (the “Plan”) and the T H Agriculture & Nutrition, L.L.C.

Asbestos Personal Injury Trust Agreement (the “Trust Agreement”).

I. General

On November 24, 2008, T H Agriculture & Nutrition, L.L.C. (“THAN” or the “Debtor”)

filed a petition for relief under Chapter 11 of the United States Bankruptcy Code. THAN’s

bankruptcy case is being administered under Case No. 08-14692. On May 28, 2009, the United

States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”)

confirmed the Plan, and on October 26, 2009, the United States District Court for the Southern

District of New York (the “District Court”) affirmed the Bankruptcy Court’s decision (the

“Confirmation Order”).

To address the substantial asbestos-related liabilities of the Debtor, the Plan established

the Trust in accordance with the Trust Agreement. On November 30, 2009, the Effective Date1

of the Plan, the Trust was created and funded with $900 million in assets. See Plan, section

9.4(f). The Confirmation Order appointed Hon. Alfred M. Wolin, Ret., David F. Levi, and

Charles A. Koppelman as Trustees of the Trust.

Under the Trust Agreement, the Trust Advisory Committee (“TAC”) represents all

holders of present Asbestos PI Claims, and the Future Claimants’ Representative (“FCR”)

1 Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.


3

represents the holders of future Asbestos PI Claims. See Trust Agreement, sections 6.2 and 7.2.

The TAC members are Steven Kazan, Alan R. Brayton, John D. Cooney, Peter A. Kraus,

Matthew Bergman, Steven T. Baron, Perry Weitz, and Perry J. Browder. The FCR is Samuel

Issacharoff.

The Trust Agreement, at Section 2.2(g), requires that the Trust meet with the TAC and

FCR no less often that quarterly. During 2017, the Trust held quarterly meetings with the TAC

and FCR on February 14, 2017, May 10, 2017, September 26, 2017, and November 14, 2017.

The Trustees generally held weekly Trustees’ meetings throughout 2017 by telephone,

beginning on January 3, 2017.

Hon. Alfred M. Wolin, Ret., is the Managing Trustee of the Trust.

The Trust kept its principal office at 1105 North Market Street, Suite 1300, Wilmington,

DE 19801, and its administrative office at c/o Saiber, LLC, Attention: Hon. Alfred M. Wolin,

Ret., 18 Columbia Turnpike, Suite 200, Florham Park, NJ 07932.

In 2017, the Trust continued its retention of the following: Stutzman, Bromberg,

Esserman & Plifka, A Professional Corporation (general counsel); CBIZ (accountants, claims

forecasting, budget advisor and tax advisors); Verus Claims Services LLC (“Verus”) (asbestos

personal injury claims processing facility and claims administrator); Citi Private Bank and U.S.

Trust/Bank of America Private Wealth Management (financial consultants, money managers,

custodian bank and other banking functions); BDO USA, LLP (independent auditor); AON Risk

Services Central, Inc. (insurance broker), and Ankura Consulting Group LLC (consulting and

analytic services). The Trust retained local counsel and other consultants, as needed. CBIZ also

manages the Trust's fiscal controls, which are tested by BDO as part of the annual financial audit

of the Trust's financial statements.


4

The TAC continued its retention of Frank/Gecker LLP as its counsel and Legal Analysis

Systems as its claims forecasting advisor. The FCR continued his retention of Sher Tremonte

LLP as his counsel and Hamilton, Rabinovitz & Associates, Inc., as his claims forecasting

advisor and consultant.

In 2017, the Trust: (i) invested and managed its assets; (ii) continued paying approved

Qualified Asbestos PI Claims, if any, as set forth in more detail in Article II below; (iii) paid

Asbestos PI Claims with the Trustees providing directions to the claims facility for the

liquidation of the Asbestos PI Claims; (iv) reviewed the methodology for liquidating Asbestos PI

Claims under the Individual Review procedures of the TDP; (v) maintained the Trust’s website,

www.thanasbestostrust.com, and posted notices to the website as appropriate; (vi) reviewed

issues relating to the processing of claims in the queue and the payment percentage; (vii)

conducted audits of certain claims submitted to the Trust; (viii) conducted due diligence reviews

of operations regarding Trust business at Verus, U.S Trust and Citi Private Bank; (ix) worked on

ADR Procedures, in consultation with the TAC and FCR; (x) worked on the budget for 2017;

(xi) monitored Reorganized THAN’s financial health and performance; (xii) renewed liability

insurance policies from Ironshore Indemnity Inc., XL Specialty Insurance Company and

Nationwide; (xiii) oversaw any litigation affecting the Trust; and (xiv) performed all functions

required for Trust governance, including maintaining the Trust’s books and records, and

responding to subpoenas for information and other processes.

The process for reviewing and liquidating Asbestos PI Claims is governed by the Trust

Distribution Procedures (“TDP”), a Plan Document adopted pursuant to the Confirmation Order.

See T H Agriculture & Nutrition, L.L.C. Asbestos Personal Injury Trust Distribution Procedures,

Docket No. 425. The TDP recognizes that estimates of liabilities and the value of assets fluctuate


http://www.thanasbestostrust.com/

5

over time and, accordingly, applies a “Payment Percentage” to the liquidated value of allowed

Asbestos PI Claims. See TDP, § 2.3. The TDP directs the Trustees to periodically “reconsider the

then-applicable Payment Percentage to assure that it is based on accurate, current information,”

and to adjust the Payment Percentage upward or downward if necessary with the consent of the

TAC and the FCR. Id. at § 4.2. In making this determination, the Trustees are directed to “base

their determination of the Payment Percentage on current estimates of the number, types, and

values of present and future Asbestos PI Claims, the value of the assets then available to the

Asbestos PI Trust for their payment, all anticipated administrative and legal expenses, and any

other material matters that are reasonably likely to affect the sufficiency of funds to pay a

comparable percentage of full value to all present and future holders of Asbestos PI Claims.” Id.

The Trustees are further directed to “exercise common sense and flexibly evaluate all relevant

factors.” Id. The Payment Percentage in 2017 was 30%, which was applied to Asbestos PI

Claims paid in 2017. The Trustees, TAC and FCR agreed to review the Payment Percentage in

2018.

The Trust designated its counsel, Stutzman, Bromberg, Esserman & Plifka, as the

custodian of Trust records.

II. Asbestos PI Claims

Pursuant to the Plan, the Trust is to pay Qualified Asbestos PI Claims, in the aggregate

amount of $396,079,330 as soon as practicable. In prior years, the Trust paid $392,608,730 in

Qualified Asbestos PI Claims. In 2017, pursuant to the Trust’s review process for payment of

remaining Qualified Asbestos PI Claims, the Trust paid no Qualified Asbestos PI Claims.


6

The Trust, through Verus, its claims processing facility, accepted unliquidated Asbestos

PI Claims throughout 2017. Specifically, 242,131 Asbestos PI Claims have been submitted to the

Trust to date, including 7,999 Asbestos PI Claims submitted in 2017, as follows:

Of the 7,999 Asbestos PI Claims submitted to the Trust in 2017, 474 have been

withdrawn, 4,315 have been deferred, and 442 have been approved for payment.2 In 2017, the

Trust paid 1,941 Asbestos PI Claims, totaling $41,774,571 after application of the Payment

Percentage. From inception through December 31, 2017, the Trust has paid a total of

$392,608,730 on account of Qualified Asbestos PI Claims pursuant to section 5.2 of the TDP,

and $280,243,839 on account of Asbestos PI Claims liquidated pursuant to section 5.3 of the

TDP.

2 The Trust’s audited financial statements attached hereto as Exhibit A set forth in Note 6, on page 12, that the Trust “received” 8,393 claims in 2017, whereas the 7,999 number presented above sets forth the number of claims received and logged by Verus in 2017, and also includes 3 claims received and logged on the last day of 2017. Thus, the 8,393 claims reported in the audited financial statements includes some claims received but not yet logged by Verus as of December 31, 2017, and omits 3 claims received and logged by Verus on the very last day of 2017.

Disease Level Claims to date Claims in 2017 Other Asbestos Disease (Level I) 9,426 122 Asbestosis/Pleural Disease (Level II) 104,807 2,377 Asbestosis/Pleural Disease (Level III) 55,094 1,215 Severe Asbestosis (Level IV) 4,627 83 Other Cancer (Level V) 7,755 310 Lung Cancer 2 (Level VI) 5,447 289 Lung Cancer 1 (Level VII) 29,166 1,797 Mesothelioma (Level VIII) 18,120 1,588 Unknown 7,689 218 Total: 242,131 7,999


7

Under Section 4.3 of the Trust Agreement, the Trust reports payments for Asbestos PI

Trust Expenses. The Trust’s operating expenses are listed in the Supplemental Information to the

attached audited financial statements as addressed below.

III. Compensation and Expenses of Trustees, TAC, and FCR

Under Section 5.5(c) of the Trust Agreement, the Trust reports the amount of

compensation and expenses paid to the Trustees. The Trustees have received, on an accrual

basis, compensation and reimbursement for out-of-pocket costs and expenses from January 1,

2017, through the end of the fiscal year on December 31, 2017, as follows:

Trustees (3) $1,144,406.32

Delaware Trustee $3,000.00

Under Section 6.6 of the Trust Agreement, the Trust reports to the Bankruptcy Court the

amount of compensation and expenses paid to the TAC. The TAC has received, on an accrual

basis, compensation and reimbursement for fees and expenses, including counsel, during the

fiscal year ending December 31, 2017, as follows:

TAC $134,511.18

Under Section 7.6 of the Trust Agreement, the Trust reports to the Bankruptcy Court the

amount of compensation and expenses paid to the FCR. The FCR has received, on an accrual

basis, compensation and reimbursement for fees and expenses, including counsel, during the

fiscal year ending December 31, 2017, as follows:

FCR $292,395.50


8

IV. Financial Statements

A copy of the Trust’s audited financial statements for the year ending December 31,

2017, including a balance sheet as of December 31, 2017, and a statement of operations for 2017,

is attached hereto as Exhibit A. Exhibit A also includes BDO USA, LLP’s opinion as to the

fairness of the financial statements’ presentation of the cash and investments available for the

payment of claims and as to the conformity of the financial statements with special purpose

accounting methods.

The Asbestos Trust provided copies to the TAC and FCR on April 27, 2018.

V. Certification

The Trustees certify that they have performed pursuant to and in compliance with the

Plan, the Trust Agreement, the Trust Distribution Procedures, the Confirmation Order, and such

other Plan documents and Bankruptcy Court orders pertaining to the operation of the Trust

during the fiscal year ended December 31, 2017.

TRUSTEES:

/s/ Alfred M. Wolin HON. ALFRED M. WOLIN, RET. /s/ David F. Levi DAVID F. LEVI /s/ Charles A. Koppelman CHARLES A. KOPPELMAN


9

Respectfully submitted this 30th day of April 2018,

STUTZMAN, BROMBERG, ESSERMAN & PLIFKA,

A PROFESSIONAL CORPORATION

By: /s/ Peter C. D’Apice Sander L. Esserman (Admitted pro hac vice) Texas Bar No. 06671500 Steven A. Felsenthal (Admitted pro hac vice) Texas Bar No. 06889900 Peter C. D’Apice (Admitted) Texas Bar No. 05377783 2323 Bryan Street, Suite 2200 Dallas, Texas 75201-2689 Telephone: (214) 969-4900 Facsimile: (214) 969-4999

ATTORNEYS FOR THE T H AGRICULTURE & NUTRITION, L.L.C. ASBESTOS PERSONAL INJURY TRUST

CERTIFICATE OF SERVICE

The undersigned certifies that on this 30th day of April 2018, the foregoing ANNUAL REPORT, FINANCIAL STATEMENTS AND RESULTS OF OPERATIONS OF THE T H AGRICULTURE & NUTRITION, L.L.C. ASBESTOS PERSONAL INJURY TRUST FOR FISCAL YEAR ENDED DECEMBER 31, 2017, was served via ECF on all those parties receiving such notice through the Court’s CM/ECF system.

/s/ Peter C. D’Apice Peter C. D’Apice


The report accompanying these financia l statements was issued by BDO USA, LLP, a Delaware limited liability partnership and the U.S. member of BDO International Limited, a UK company limited by guarantee.

T H Agriculture & Nutrition, LLC Asbestos Personal Injury Trust

Audited Special-Purpose Financial Statements Years Ended December 31, 2017 and 2016

IB-D·Q

08-14692-reg Doc 660-1 Filed 04/30/18 Entered 04/30/18 13:11:10 Exhibit Audited Special-Purpose Financial Statements Pg 1 of 17

TH Agriculture & Nutrition, LLC Asbestos Personal Injury Trust

Audited Special-Purpose Financial Statements Years Ended December 31, 2017 and 2016



Independent Auditor's Report

Special-Purpose Financial Statements

Contents

1-2

Special-Purpose Statements of Assets, Liabilities and Net Claimants' Equity 3

Special-Purpose Statements of Changes in Net Claimants' Equity 4

Special-Purpose Statements of Cash Flows 5

Notes to the Special-Purpose Financial Statements 6-13


IBDO'

Independent Auditor's Report

Trustees

Tel: 703-893-0600 Fax: 703-893-2766 www.bdo.com

T H Agriculture 8: Nutrition, LLC Asbestos Personal Injury Trust Florham Park, New Jersey

8401 Greensboro Drive Suite 800 Mclean, VA 22102

We have audited the accompanying special-purpose financial statements of T H Agriculture 8: Nutrition, LLC Asbestos Personal Injury Trust (the Trust) which comprise the special-purpose statements of assets, liabilities and net claimants' equity as of December 31, 2017 and 2016, and the related special-purpose statements of changes in net claimants' equity and specialpurpose statements of cash flows for the years then ended and the related notes to the specialpurpose financial statements.

Management's ResponsjbUity for the Spedal-Purpose flnandal Statements

Management is responsible for the preparation and fair presentation of the special-purpose financial statements in accordance with the basis of accounting described in Note 2 to the special-purpose financial statements. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of special-purpose financial statements that are free from material misstatement, whether due to fraud or error.

Audjtor's ResponsjbUity

Our responsibility is to express an opinion on these special-purpose financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the special-purpose financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the special-purpose financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the special-purpose financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the special-purpose financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the special-purpose financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion .

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms .

BDO is the brand name for the BDO network and for each of the BDO Member Firms.

1


IBDO

Opinion

In our opinion, the special-purpose financial statements referred to above present fairly, in all material respects, the net claimants ' equity of T H Agriculture & Nutrition, LLC Asbestos Personal Injury Trust as of December 31 , 2017 and 2016, and the changes in net claimants' equity and cash flows for the years then ended in accordance with the special-purpose basis of accounting described in Note 2 to the special-purpose financial statements.

Basis of Accounting

We draw attention to Note 2 of the special-purpose financial statements, which describes the basis of accounting . As described in Note 2, these special-purpose financial statements were prepared on a special-purpose basis of accounting which is a basis of accounting other than accounting principles generally accepted in the United States of America. Our opinion is not modified on this matter. The special-purpose basis of accounting has been used in order to communicate the amount of net equity presently available to fund current and future claimants.

Restriction of Use

Our report is intended solely for the information and use of the Trust, and is not intended to be and should not be used by anyone other than the specified party. This restriction is not intended to limit the distribution of this report which, upon filing with the United States Bankruptcy Court for the Southern District of New York, is a matter of public record.

lJ Do usn, LL r> McLean, Virginia April 23, 2018

2


Special-Purpose Financial Statements


TH Agriculture ft Nutrition, LLC Asbestos Personal Injury Trust

Special-Purpose Statements of Assets, Liabilities and Net Claimants' Equity

December 31

Assets

Cash and cash equivalents Citibank U.S. Trust

Total cash and cash equivalents

Investments Citibank

Investment securities Alternative investments Income receivable

U.S. Trust Investment securities Alternative investments Income receivable Investment redemption receivable

Total investments

Other assets Other assets

Total other assets

Total assets

Liabilities

Settled claims payable Accounts payable

Total liabilities

Net claimants' equity

2017

$ 13,216,236 7 552 786

20,769,022

155,467,775 7,182,177 1,373,319

149,313,278 3,183,826 1,291,600

317 811 975

179 445

179 445

338,760,442

11,106,202 202,226

11 308 428

$327,452,014

2016

$ 20,835,418 6 601 483

27,436,901

155,554,870 6,379,524 1,483,306

160,852,122 4,913,885 1,383,658

93,949

330 661 314

129 822

129 822

358,228,037

5,074,906 246,264

5 321 170

$352,906,867 See accompanying notes to the special-purpose financial statements.

3



Special-Purpose Statements of Changes in Net Claimants' Equity

Years Ended December 31, 2017 2016

Additions

Interest and dividend income, net s 8,334,072 s 9,260,508 Investment advisory fees (1,016,570) (1,097,972) Realized gain on sale of investment securities 5,826,062 5,935,943 Net change in fair value of alternative investments 641,202 (49,945) Capital gains distributions 99,862 Unrealized gain (loss) on investments, net 13,264,064 (5,573,984) Other income 500 31,352

Total additions 27,149,192 8,505,902

Deductions

Claims settled 47,805,867 44,628,435 General and administrative expenses

Trustees 1,144,406 1,084,712 Claims processing fees 724,576 495,604 Claims consulting and forecasting fees 126,401 133,331 Future claims representative fees and expenses 292,396 227,184 Insurance 125,183 129,480 Accounting 257,993 255,562 Others 3,040 3,090

Professional services Trust legal fees 83,678 1,331 Trust general counsel 1,576,330 981,382 TAC attorney fees and expenses 130,638 148,605 TAC expenses 3,874 3,249 Trust litigation counsel fees and expenses 84,768 119,417

Federal income tax 244,895 2,121,216

Total deductions 52,604,045 50,332,598

Decrease in net claimants' equity (25,454,853) (41,826,696)

Net claimants' equity at the beginning of the year 352,906,867 394,733,563

Net claimants' e9uit~ at the end of the lear $327,452,014 s 352,906,867 See accompanying notes to the special-purpose financial statements.

4



Special-Purpose Statements of Cash Flows

Years Ended December 31,

Cash flows from operating activities:

Decrease in net claimants' equity Adjustments to reconcile net decrease in net claimants'

equity to cash used in operating activities: Realized gain on sale of investment securities Net change in fair value of alternative investments Unrealized loss (gain) on investments, net Amortization of bond premium Changes in operating assets and liabilities:

Prepaid federal income taxes Other assets Settled claims payable Accounts payable

Total adjustments

Net cash used in operating activities

Cash flows from investing activities:

Change in income receivable Proceeds from sales of investments Purchases of investments

Net cash provided by investing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

2017 2016

$ (25,454,853) $ (41,826,696)

(5,826,062) (5,935,943) (641,202) 49,945

(13,264,065) 5,573,984 3,086,550 3,088,358

1,098,416 (49,623) (8,085)

6,031,296 958,167 (44,038) (166,447)

(10,707,144) 4,658,395

(36,161,997) (37,168,301)

202,045 105,599 85,996,798 143,550,343

(56,704,725) (109,144,826)

29,494,118 34,511,116

(6,667,879) (2,657,185)

27,436,901 30,094,086

Cash and cash equivalents at the end of the year S 20,769,022 $ 27,436,901 See accompanying notes to the special-purpose financial statements.

5


T H Agriculture ft Nutrition, LLC Asbestos Personal Injury Trust

Notes to the Special-Purpose Financial Statements

1. Description of the Trust

The TH Agriculture & Nutrition, LLC Asbestos Personal Injury Trust (the Trust), organized pursuant to the laws of the State of Delaware, was established on November 30, 2009 and is a "qualified settlement fund" pursuant to the meaning of Section 1.468B-1 et seq. to the Treasury Regulations promulgated under Section 468B of the Internal Revenue Code. The Trust was formed to assume all Asbestos Pl Trust Claims (whether now existing or arising at any time hereafter) and to use the Asbestos Pl Trust assets to pay holders of claims in accordance with the Asbestos Pl Trust Agreement. The Trust's funding is dedicated solely to the settlement of asbestos personal injury claims and the related costs thereto, as defined in the T H Agriculture & Nutrition, LLC Asbestos Personal Injury Trust Agreement (Trust Agreement). The Trust's principal office is in Wilmington, Delaware and its administrative office is located in Florham Park, New Jersey. Defined terms have the meaning that is defined in the Trust Agreement.

2. Significant Accounting Policies

Basis of Presentation

The Trust's financial statements are prepared using special-purpose accounting methods adopted by the Trustees, which differ from accounting principles generally accepted in the United States of America (GAAP). The special-purpose accounting methods were adopted in order to communicate to the beneficiaries of the Trust the net claimants' equity and related operating expenses of the Trust. Since the accompanying special-purpose financial statements and transactions are not based upon GAAP, accounting treatment by other parties for these same transactions may differ as to timing and amount. The special-purpose accounting methods include the following:

a. Investment securities are recorded at fair market value. All interest and dividend income, net of investment expenses, are included in investment income in the accompanying specialpurpose statements of changes in net claimants' equity. Net realized and unrealized gains and (losses) on investment securities are recorded as a net addition or (deduction) in the specialpurpose statements of changes in net claimants' equity.

b. Taxable and nontaxable fixed income securities are stated at amortized cost, with amortization and accretion of bond premiums or discounts included in investment income.

c. Future fixed liabilities under contractual obligations and other agreements entered into by the Trust are recorded as deductions in the same period that such contractual obligations or agreements are signed. Under GAAP, liabilities and contractual obligations are recorded over the period that is benefited by the underlying contract or agreement.

d. The full amounts of claims are generally treated as deductions from net claimants' equity in the period in which the settled claims are approved for payment. A settled claim is a claim that has been accepted by the claimant, with an executed release submitted to the Trust, and approved by the Trustees. Under GAAP, a liability would be recorded for an estimate of the amount to be paid for claims that have been incurred but not yet reported, and for those claims that have been submitted but not yet approved for payment by the Trust.

6


T H Agriculture ft Nutrition, LLC Asbestos Personal Injury Trust


e. Income tax expense is estimated and recorded as incurred in the period in which certain income and expense items affect current federal income taxes payable. Income tax refunds are recorded when cash is received by the Trust. Under GAAP, the provision for income taxes is recorded based upon income reported for financial statement purposes, and federal and state income taxes both currently payable and changes in deferred taxes due to differences between financial reporting and tax bases of assets and liabilities, such as unrealized gains and losses on investment securities.

Use of Estimates

The preparation of special-purpose financial statements in conformity with the special-purpose accounting methods described above requires the Trust to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the disclosure of contingent assets and liabilities at the date of the special-purpose financial statements, as well as the reported amounts of additions and deductions to net claimants' equity during the reporting period. Actual results could differ from those estimates and such differences could have a material effect on net claimants' equity.

Cash Equivalents and Investment Securities

The Trust considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Investment securities are stated at fair market value with changes in unrealized gains and losses recorded in the current period. Investment income is recognized when earned. Any unearned interest and dividend income is recorded as accrued interest and dividends receivable. Realized gains and losses on sales are determined using the specific identification method.

Accrued Claims, Accrued Expenses and Accounts Payable

Accrued claims consist of certain claims that are settled but unpaid at December 31, 2017 and 2016. A settled claim is a claim that has been accepted by the claimant, with an executed release submitted to the Trust, and approved by the Trustees. An unpaid claim is a claim that has been approved for payment by the Trustees, but cannot be paid due to annual cap limitations or has been authorized by the Trustees and not paid. Unpaid claims that are a result of annual cap limitations are recorded when settled.

Accrued expenses and accounts payable consist of outstanding invoices associated with managing the Trust.

Operating Expenses

Operating expenses of the Trust are recorded as deductions on the special-purpose statements of changes in net claimants' equity in the period in which the invoices are received and approved.

7


T H Agricu lture ft Nutrition, LLC Asbestos Personal Injury Trust


Income Taxes

The Trust is classified as a Qualified Settlement Fund under the Internal Revenue Code. As a result, the Trust is subject to federal income taxes based on modified gross income. In the opinion of Trust 's management, the Trust is not subject to state income taxes, and therefore, special-purpose financial statements do not include any provision or liability for state income taxes.

The Trust files income tax returns in the United States of America (U .S.) federal jurisdiction. Since the Trust was formed during 2009, no U.S. federal income tax returns are closed under statute of limitations.

The Trust records income tax expense (or benefit) associated with amounts payable (or receivable) under current federal income taxes, and does not record a provision for (or benefit from) deferred taxes. Accordingly, there is no provision for deferred taxes associated with changes in cumulative unrealized gains and losses on investments (see Note 3 ). The income taxes associated with gains on investments will be recorded in the Trust's special-purpose financial statements when the net gains are realized (i.e. the securities are sold) and the income taxes become currently payable.

Risk and Uncertainties

The Trust's assets that are exposed to credit risk consist primarily of cash and cash equivalents and investment securities. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Trust has never experienced any losses related to these balances. There are no amounts on deposit in excess of federally insured limits at December 31, 2017.

The Trust invests in a professionally managed investment portfolio that contains common shares of publicly traded companies, corporate and government obligations, public real estate investment trusts, commodities, and alternative investments. Such investments are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the Trust's account balances and the amounts reported in the special-purpose statements of assets, liabilities and net claimants' equity.

Reel assi f ica tions

Certain amounts presented in the 2016 special-purpose financial statements have been reclassified to conform to the 2017 presentation. These reclassifications have no effect on the previously recorded decrease in net claimants' equity.

8




3. Cash, Cash Equivalents and Investment Securities

Cash, cash equivalents and investment securities consist of the following at December 31, 2017:

Cash and cash equivalents Equities Bonds

Total cash, cash equivalents and investment securities

Cost

s 20,769,022 57,021,050

215,660,714

$ 293,450,786

Fair Market Unrealized Value Gains

s 20,769,022 s 83,639,046 26,617,996

221, 142,007 5,481,293

$ 325,550,075 $ 32,099,289

Cash, cash equivalents and investment securities consist of the following at December 31, 2016:

Fair Market Unrealized

Cost Value Gains

Cash and cash equivalents $ 27,436,901 $ 27,436,901 $ Equities 60,182,989 76,023,637 15,840,648 Bonds 236,730,548 239,681,282 2,950,734 Public real estate investment trusts 658,231 702,073 43,842

Total cash, cash equivalents and investment securities $ 325,008,669 $ 343,843,893 $ 18,835,224

The maturities of the Trust's investment in bonds are as follows as of December 31, 2017:

Bonds

Less than 1 Year

After After 1 Year

Through 5 Years

5 Years Through 10 Years

After 10 Years Total

$ 4,051,770$ 54,277,464$ 122,629,631 $ 40,183,142 $221,142,007

The maturities of the Trust's investment in bonds are as follows as of December 31 , 2016:

After After 1 Year 5 Years

Less than Through Through After 1 Year 5 Years 10 Years 10 Years Total

Bonds $ 6,574,883 $ 68,078,923 $ 109,863,319 $ 55,164,157 $ 239,681,282

9




4. Fair Value Measurements

The Trust's investments are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability between market participants in an orderly transaction on the measurement date. The market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity for the asset or liability is known as the principal market. When no principal market exists, the most advantageous market is used . This is the market in which the reporting entity would sell the asset or transfer the liability with the price that maximizes the amount that would be received or minimizes the amount that would be paid . Fair value is based on assumptions market participants would make in pricing the asset or liability. Generally, fair value is based on observable quoted market prices or derived from observable market data when such market prices or data are available. When such prices or inputs are not available, the Trust would use valuation models.

The Trust 's assets recorded at fair value on a recurring basis are categorized based on the priority of the inputs used to measure fair value. The inputs used in measuring fair value are categorized into three levels, as follows:

• Level 1 - Inputs that are based upon quoted prices for identical instruments t raded in active markets.

• Level 2 - Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar investments in markets that are not active, or models based on valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the investment.

• Level 3 - Inputs that are generally unobservable and typically reflect management 's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The following section describes the valuation methodologies the Trust uses to measure its financial assets at fair value.

Equities and Commodities: Valued at the closing price reported on the active market on which the individual securities are traded.

Bonds: Valued using the documented trade price if trading in an active market. Otherwise, valued using a metrics system provided by the pricing vendors.

Public real estate investment trusts and alternative investments : Valued using the Trust 's proportionate share of each fund's net assets, as reported as of the date of the special-purpose financial statements.

10


T H Agriculture 8: Nutrition, LLC Asbestos Personal Injury Trust


Investments measured at fair value on a recurring basis are summarized below:

As of December 31, 2017 Assets

Measured At Fair Fair Value Hierarchy Level

Description Value Level 1 Level2 Level 3

Cash and cash equivalents s 20,769,022 $ 20,769,022 s - s Equities 83,639,046 83,639,046

Bonds: Government Corporate 21,871,189 21,871,189 International 501,215 501,215 Municipal 198,769,603 198,769,603

Total bonds 221,142,007 221,142,007

Public real estate investment trusts

Alternative investments 10,366,003 10,366,003

Total assets at fair value s 335,916,078 $ 104,408,068 $ 221,142,007 s 10,366,003

As of December 31, 2016 Assets

Measured At Fair Fair Value Hierarchy Level

Description Value Level 1 Level2 Level 3

Cash and cash equivalents s 27,436,901 s 27,436,901 s s Equities 76,023,637 76,023,637

Bonds: Government 12,009,016 12,009,016 Corporate 11,224,201 11,224,201 International 1,121,757 1,121,757 Municipal 215,326,308 215,326,308

Total bonds 239,681,282 239,681,282

Public real estate investment trusts 702,073 702,073

Alternative investments 11,293,409 11,293,409

Total assets at fair value s 355,137,302 $ 104, 162,611 s 239,681,282 s 11,293,409

11




Level 3 gains and losses

The following table sets forth a summary of changes in the fair value of the Trust's alternative investments (Level 3) assets for the years ended December 31, 2017 and 2016:

Balances, at the beginning of the year

Purchases

Liquidations / distributions

Net change in fair value

Balances, at the end of the year

Fair Value Measurements Using Significant Unobservable Inputs

(Level 3)

2017 2016

$ 11,293,409 s 13,726,950

2,866,561 8,063,846

(4,435, 169) (10,447,442)

641,202 (49,945)

s 10,366,003 s 11,293,409

Alternative investments generally employ long, short and multi-trading strategies in various markets. These funds have semi-annual and quarterly redemption periods with notice periods of between 45 to 99 days.

5. Income Taxes

During the year ended December 31, 2017, the Trust made estimated income tax payments totaling approximately $800,000 and received refunds totaling approximately $555,000. During the year ended December 31, 2016, the Trust paid income taxes totaling $1,023,330.

As disclosed in Note 2 to the special-purpose financial statements, the Trust does not record a provision for (or benefit from) deferred income taxes. Accordingly, there is no provision for deferred taxes associated with cumulative unrealized gains and losses on investments.

6. Claims Settled

For the years ended December 31, 2017 and 2016, the Trust settled 2,096 and 3,020 claims totaling $47,805,867 and $44,628,435 respectively. During the years ended December 31, 2017 and 2016, the Trust paid 1,941 and 2,960 claims, respectively. For the years ended December 31, 2017 and 2016, the Trust received 8,393 and 15,283 new claim filings, respectively.

7. Contingent Liabilities

The Plan Documents (as defined in the Confirmed Plan) subject the Trust to certain reimbursement and indemnification obligations that may result in future claims against the Trust.

The probability of such claims cannot be reasonably determined. Accordingly, no associated liability has been recorded in the accompanying special-purpose financial statements. Such claims, if any, are not expected to be material.

12




8. Liability for Asbestos Claims

Personal injury claims that were settled, but unpaid as of December 31, 2017 and 2016 have been accrued and included in settled claims payable. These amounts have been included in deductions from net claimants' equity in the accompanying special-purpose statements of changes in net claimants' equity for the payment of claims for the years ended December 31, 2017 and 2016.

The Trust considers settled claims as claims that were approved through the claims review process for which the claimant has returned a signed release to the Trust.

The ultimate number of Asbestos Pl Trust Claims to be filed and the liability for all such claims are not determinable at this time. The net claimants' equity at December 31, 2017 and 2016 represents funding available for all Asbestos Pl Trust Claims for which no fixed liability has yet been established.

9. Subsequent Events

The Trust has evaluated its December 31, 2017 special-purpose financial statements for subsequent events through April 23, 2018, the date the special-purpose financial statements were available to be issued. The Trust is not aware of any subsequent events which would require recognition or disclosure in the special-purpose financial statements.

13


Date post:	13-Aug-2020
Category:	Documents
Upload:	others
View:	0 times
Download:	0 times